GENERAL CONDITIONS OF SALE

1.
Definitions
When used in these General Conditions of Sale, the following words shall have the meaning set forth below:

1. Seller: EUTRONSEC S.p.A.;
2. Purchaser: the purchaser of the Products;
3. Parties: Purchaser and Seller jointly considered;
4. Product/s: the subject-matter of the purchase agreement between Purchaser and Seller, as described in the purchase contract;
5. Technical and constructive specifications: any document supplied to the Purchaser by the Seller concerning the Product;
6. Sales contract(s): any contract for the purchase of Product/s, between Purchaser and Seller, and any relevant amendment or change thereof;
7. Order: form with which the Purchaser declares to the Seller its intention to purchase one Product or more;
8. Order Confirmation: form with which the Seller declares to the Purchaser its intention to sell one Product or more.

2.
Applications of the general conditions
2.1
These General Conditions of Sale shall apply to any purchase of the Product between Seller and Purchaser and shall prevail on the Purchaser’s General Conditions of Purchase, unless if differently agreed but necessarily in written form.
2.2
In case there already is a commercial agreement and/or a specific sales contract in effect between the Parties, these General Conditions of Sales shall be deemed as an addition to all the previous agreements and/or sales contract of the Product between Seller and Purchaser.
2.3
Any amendment or change to these General Conditions of Sales shall be valid and enforceable between the Parties only in writing and undersigned by the Seller.

3.
Product quality and Seller’s Warranty
3.1 - Hardware
3.1.1
All Products supplied by the Seller are of good quality: they are manufactured, packaged and sold in accordance to the technical and constructive specifications supplied by the Purchaser.
3.1.2
The Seller also guarantees that Products are in compliance with the technical  specifications indicated in the Order and/or in the technical documentation supplied by the Purchaser, and its liability shall be limited to the non compliance of the Products with the above said specifications.
3.1.3
The Seller guarantees the full functioning of the Products according to the Italian law, and no longer than 24 (twenty-four) months from the invoicing date.
3.1.4
The Seller does not guarantee materials and/or spare parts of the  Products that are not manufactured by it nor it shall be liable for damages related to utilizations unknown at the time of the Order Confirmation.
3.1.5
The Seller’s warranty is limited to the reparation and/or replacement of the defective parts caused by manufacturing defects or bad quality of the materials. The Parties hereby agree that parts subject to normal use deterioration and which are not available on the market any more are excluded from said warranty, as well as breakdowns caused by overload, improper use, negligence or non-observance of the Seller’s instructions. The Purchaser shall notify to Seller the Product’s defects in accordance to the provisions of art. 12, otherwise it will lose the right to the warranty.
3.1.6
The Seller shall not be liable for damages, whether direct or indirect, arising out of  the period necessary for the warranty reparation and/or replacement.
3.1.7
The Purchaser will lose the right to the Seller’s warranty if:
- it does not perfectly carry out the operations and/or installations that are its responsibility;
- it executes, or has executed by third parties, without Seller’s previous written authorization, reparations, replacements, modifications and any other intervention on the Products during the warranty period;
- it does not respect the Seller’s limitations and indications concerning the correct use and the regular maintenance of the Products.

3.2 - Software
3.2.1
The following terms are applicable in case the Seller supplies the Product directly to the end user:
3.2.1.1
Seller hereby grants to Purchaser a non-exclusive, not sub-licensable license to use the software and the related documentation.
3.2.1.2
Purchaser shall not
- decompile, reverse engineer, disassemble or otherwise reduce the Software or any part thereof to a human perceivable form or cause, attempt or permit the same;
- modify, adapt, translate or create derivative works based upon the Software or documentation or any part thereof; or
- rent, lease, loan, sub-lisence or otherwise operate the Software, other than as pro-vided above, for profit
3.2.1.3
Seller and its licensors, if any, retain all rights, title and interest in and to the Software and the Documentation. Other than the limited license as expressly granted herein, no license whether express or implied, is granted to copyright, patent, trademark, trade secret or any other proprietary rights of the Seller or its licensors.
3.2.1.4
Purchaser shall be entitled to make one back-up copy of the Software for retrieval or archival purposes only. Any such backup copy shall be subject to the terms of this Agreement. Purchaser shall reproduce all proprietary notices and keep records about the storage of such backup copies and present such records to Seller on demand.
3.2.2
The following terms are applicable in case the Seller supplies the Product to an intermediate sales partner who in turn will directly or indirectly re-sell the Product to the end user:
3.2.2.1
The Seller’s Sales partner (distributor, reseller, system integrator and similar) will provide the Products to end-users only with the attached terms and conditions regarding the Right of use of the relevant software.

4.
Acceptance of the Orders
4.1
Contracts and/or Orders and any modification or addition thereof shall be in writing and shall be sent electronically or by any other mean (for example, by courier, mail, telex, telefax, etc.), as long as in written form.
4.2
Said Orders can be amended only in writing.

5.
Delivery
5.1
The deliveries will be carried out EX WORKS, loaded on departing vehicle (INCOTERMS 2000 ICC, Paris) at the Seller’s premises, in Treviolo (Bergamo), Italy.
5.2
The Seller shall store the Products. Expenses and risks, including any insurance obligation, will be borne by the Purchaser.
5.3
Delivery terms shall be deemed as indicative, not essential and not binding for the Seller. However, the Seller shall not be liable for delayed or non-delivery due to fource majeure events and/or events beyond its control. 
5.4
If the Seller undertakes to ship the Products to destination, following Buyer’s explicit request, the delivery will be carried out FCA (INCOTERMS 2000 ICC, Paris) at Seller’s premises in Treviolo (Bergamo), Italy. The Products’ risk shall, therefore, be transferred to the Purchaser when the carrier collects the Products at the Seller’s premises/warehouse.
5.5
Unless otherwise agreed by the parties, partial deliveries are allowed if requested.
5.6
If the Purchaser knows beforehand that it cannot receive the goods, it shall inform the Seller of the reason and of a suitable term within which it thinks it will be possible to receive the goods.
5.7
If the Purchaser does not accept the goods at the agreed delivery term, it must pay all the due costs as if the delivery has been executed. The Seller shall notify to Buyer that the Products are ready for delivery by registered letter or by electronic communication or by any other way as long as in written form and with return receipt, and from the date of said notice, all storage expenses as well as any possible deterioration and depreciation, will be borne by the Purchaser. However, the Seller reserves the right to seek compensation of further damages.
After 30 days from the notice indicated above, the Seller can terminate this contract, by giving due notice which shall be sent to the Purchaser by registered letter or by electronic communication or by any other way as long as in written form and with return receipt, in accordance to article 18. In this case, the Seller can demand the payment of a penalty of 75% of the Order’s amount and in any case the Seller shall have the right to seek  compensation of further damages.

6.
Packaging
6.1
Packaging costs are included in the Product’s price, in accordance to the Seller’s standard provisions. All costs for any particular packaging requested by the Purchaser, if possible, shall be borne by the Purchaser itself.
6.2
The Seller reserves the right to freely choose the kind of packaging accordingly to the transportation needs, unless specific requirements are indicated by the Purchaser in the Purchase Order.

1. take delivery of the ordered Products and those in delivery as well as pay the relevant delivery cost;
2. carry out all the payments due according to the orders processed;
3. indemnify and hold the Seller harmless from all direct or indirect damages suffered by the Seller as a result of any breach of the above mentioned regulations carried out by the Purchaser.

8.
Price
8.1
The Seller shall apply the price agreed upon with the Purchaser in the Sales Contract, which shall not include costs for value added tax or any other tax related to Product sale and supply, transportation, insurance, assembling, custom duties, etc.
8.2
Any increase in the price due to production costs related to a variation of the prices of raw material, labor and other duties, occurred after the Sales Contract shall be borne by the Purchaser.
8.3
If the price is not indicated in the Sales Contract, the price usually charged for the Product by the Seller shall be applicable.
8.4
In no event, a claim or objection shall give the Purchaser the right to delay or omit the payment or to reduce the price.

9.
Invoicing and Payment
9.1
The Seller shall issue an invoice based on the price indicated in the Sales Contract/ Purchase Order in which the conditions of payment shall also be provided.
9.1
If the Purchaser shall not pay the price within the agreed term, interests according to the Italian Law D. Lgs. No. 231/2002 shall accrue in favor of the Seller, and the Seller shall have the right to collect them.
9.1
In case of repeated delays in the payments by the Purchaser, the Seller shall have the right to terminate the contract and to claim compensation for the suffered damages, subject to the provisions of following article 11.

10.
Export Regulations (in force for the supply of Products embedding smart card chips)
Exportcode  AL: 5D002C1A,  ECCN: N
In general, smart card chips, smart cards and tokens embedding smart card chips are subject to export regulations and are not freely exportable. Seller only has to fulfill the contract when all necessary export licenses have been granted and laws and regulations allow the export/import.
Goods labeled with "ALN" are subject to European export authorization when being exported out of the EU. Goods labeled with "ECCNN" are subject to US re-export authorization. Even without a label, or with label "AL: N" or "ECCN: N", authorization may be required due to the final whereabouts and purpose for which the goods are to be used.
10.1
The supply of Products and their underlying technology may be subject to export controls under various laws and regulations, applicable in the countries where goods are meant to be transferred. Each Party shall comply with such laws and regulations and shall not export the Products without first obtaining all required governmental authorizations or licenses.
10.2
Each Party agrees to provide the other Party such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to ta          
In the event that the delivery of Products or Services require approval in accordance with the export regulations of Italy, the European Union or any other country, the order can be cancelled and the contract terminated by the Seller should all necessary import/export authorizations not be obtained.

11.
Retention of title 
11.1
The product shall remain property of the Seller until the price is entirely paid.
11.2
Following the Seller’s request, the Purchaser shall provide assistance in order to allow the Seller to maintain the property of the Products according to the local laws. The retention of title shall not affect the passage of risks. 
11.3
According to article 1768 of the Italian Civil Code, until complete payment of the price, the Purchaser shall be considered a simple holder of the Product and consequently it shall maintain it in perfect conditions.

12.
Defects and claims
12.1
With reference to the defects and claims concerning the ordered Product, it is hereby stated that:
a) claims concerning defects of the Product usually recognizable must be notified in writing, within 30 (thirty) days from the delivery of said Product, otherwise the Seller shall have the right to discharge said claim; in the other cases, the term of 15 (fifteen) days shall accrue from the discovery of the defects. In both cases, the claims must be supported by samples taken in the Seller’s presence or by a person specifically indicated by the Seller itself within 40 (forty) days from the claim.
Claims regarding the Product will not be taken into consideration if they concern characteristics not indicated in the Technical Specification or not related to the standard use of the Product.
b) potential packaging defects must be communicated in writing at delivery, otherwise the Seller shall have the right to discharge said claim.
c) No claim concerning the quality and/or integrity of the Product/packaging and of the packing will be considered:
      i) in case of evident defect, if the Purchaser did not confirm it in writing at delivery, or
     ii) in case the Purchaser did not make the Product and thepackaging available for the necessary verification.
12.2
The Purchaser must store the assumed defective Product in an adequate place and must put it at Seller’s disposal for the necessary verification; in any case, the Purchaser must do all is necessary to reduce the risk of further damaging the Product.
12.3
In any case, the Purchaser, from the discovery of the defects, must immediately stop using of the assumed defective Product; moreover, it must do all is necessary to reduce the potential suffered damages.
12.4
If the verification of the Product shows a manufacturing fault, the obligation of the Seller shall be solely to replace the unsuitable Products and it shall not have to pay any compensation for the damages or direct/indirect suffered costs.
12.5
The liability of the Seller shall be limited to those defects related to the Seller’s manufacturing.

13.
Duties of the Purchaser in case of defects and claims
13.1
The Purchaser, without delay and in compliance with the provisions of the above said art. 12, shall notify to the Seller all the defects, including any evident defect related to quality and quantity. Said communication shall be sent no later than the terms indicated in art. 12; during this period, the product shall be made available for return to the Seller, which shall give all the necessary instructions.
13.2
In case the defects could cause damages, said communication must be given immediately.
13.3
The communication must contain a description of the defect.
13.4
If said communication is not sent within the agreed terms, the Purchaser shall lose the right to the replacement/repair of the Product.
13.5
If the Purchaser notifies the defects within the agreed term, but no defect is found, the Seller shall have the right to reject the claim.
13.6
Unless otherwise agreed, the Purchaser shall bear all the costs and transport and import duties for the return of the defective Products.
13.7
In any case, the Purchaser, in order to avoid discharge of the claim by the Seller, must store the assumed defective Product in an adequate place and must put it at Seller’s disposal for the necessary verification and, in any case, the Purchaser must do all is necessary to reduce the risks of a further damaging the Product.

14.
Purchaser’s Liability 
14.1
The Seller shall not be responsible for damages caused by the Purchaser to third Parties and/or to the Products.
14.2
If the Seller incurs in the above said responsibilities towards third Parties, the Purchaser shall indemnify and hold the Seller harmless from any responsibility.
14.3
If a third Party claims damages from one of the Parties, the involved Party shall immediately give a written communication to the other party.

15.
Force Majeure
15.1
The Seller is not responsible for delays in the deliveries or for its non-fulfillment caused directly or indirectly by:
- events out of its control;
- force majeure events (including but not limited to legal prohibitions, wars, revolts, revolutions, strikes or other labor disputes, fires, flooding, sabotages, nuclear accidents, earthquakes, storms, epidemics);
- events out of its control that do not allow to find labor force, materials, components, installations, energy, oil, means of transportation, authorizations or governmental dispositions.
The Seller shall promptly notify in writing the end of the force majeure event.
15.2
If a force majeure event prevents the Purchaser from fulfilling its obligation, it shall indemnify the Seller for the insurance and storage costs.

16.
Drawings and documents
16.1
All the technical drawings, documents, specifications, illustrations and all the other information relating to the Product and to its manufacturing sent by the Seller shall be used only for the purposes for which they have been sent, for example for the use, the maintenance and the commercialization of the Product, unless authorized in writing by the Seller itself.
16.2
The sale of the Product to the Purchaser, even if done with the intend to distribute or commercialize the Product, does not imply the granting of licenses or other rights on marks, patents or other rights of industrial property.

17
Intellectual Property
17.1
All information, technical standards, technical specifications and procedures supplied by the Seller are exclusive property of the latter. No brand license or patent license, or other Industrial or Intellectual Property right, related to the supplied technical specifications and know-how, is granted to the Buyer with the signature of this Contract.
17.2
At the termination of the commercial relationship between the Parties or of the execution of this contract, the Purchaser shall promptly return to the Seller all the information, documents and the technical specifications which belong to the Seller.

18.
Termination Clause
18.1
According to art. 1456 of the Italian Civil Code, the Sales Contract shall be legally terminated, with a previous notice of the Seller, if the Purchaser:
- does not carry out a payment;
- does not accept the Products, after 30 days from the notice that the Products are ready for delivery;
- does not supply suitable/sufficient technical and constructive specification, or the indications supplied are non in accordance to the regulations in force;
- does not obtain the necessary import/export authorizations.
In any case, the Seller shall have the right to seek compensation for damages.

19.
Safety Rules
19.1
The Purchaser is fully responsible for the lack of information to the Seller on the security and healthcare laws in force in the Country in which the Product will be used. The Purchaser shall pay the potential costs necessary to conform the Product to the laws of the Country in which the Product will be used.

20.
Privacy
20.1
According to the Italian Law D. Lgs. 196/2003, the Seller informs that: a) the Purchaser’s data will be treated and communicated to third parties (for example. banks, consultants etc…) for the execution of the agreements, according to the above mentioned Law; b) The Client has the faculty to exercise the rights granted by Art. 7 of the above mentioned law (Annex.1).

21.
Applicable law and language
21.1
For all not provided for by these General Conditions of Sale or by the specific sales contract, the relevant Italian Law will be in effect.
21.2
All disputes, arising out the application of the General Conditions of Sale or the interpretation of the single contracts of sale, will be governed by the Italian Law.
21.3
The Italian language governs these General Conditions, in spite of any translation in other languages. If case of a difference between the Italian text and the translation, the Parties agree that the Italian text shall prevail on the other one and it will be the official document used in order to interpret these General Conditions of Sale.
21.4
The Parties hereby agree that the provisions of the International Sale of Goods Conventions (CISG 1980, Wien) shall not be applicable.

22.
Jurisdiction
22.1
All disputes arising out this contract of sale and relative to the validity, interpretation, execution and resolution, shall be referred to the Court of Bergamo (Italy).